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HomeMy WebLinkAboutCity Council Resolution 1986-306After due consideration of the bids, Councilmember Crain in- troduced the following resolution and moved its adoption: RESOLUTION NO. 86_306 RESOLUTION AWARDING THE SALE OF $4,725,000 GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 1986A; FIXING THEIR FORM AND SPECIFICATIONS; DIRECTING THEIR EXECUTION AND DELIVERY; AND PROVIDING FOR THEIR PAYMENT. BE IT RESOLVED By the City Council of the City of Plymouth, Minnesota, (City) as follows: Section 1. Sale of Bonds. 1.01. The bid of (Purchaser) to purchase $4,725,000 General Obligation Improvement Bonds, Series 1986A (Bonds) of the City described in the Official Notice of Sale thereof is hereby found and determined to be the highest and best bid received pur- suant to duly advertised notice of sale and shall be and is hereby accept- ed, the bid being to purchase tt,e Bonds at a price of $ plus accrued interest to date of delivery, for Bonds bearing interest as fol- lows: Year of Maturity 1988 1989 1990 1991 1992 Interest Rate Z Net Effective Interest Rate: Reoffering yield: Year of Maturity 1993 1994 1995 1996 Interest Rate Z The Finance Director is directed to retain the good faith check of the Purchaser pending completion of the sale and delivery of the Bonds, and to return the checks of the unsuccessful bidders forthwith. The sum of being the amount offered by the Purchaser in ercess of $4,654,125 shall be credited to the Debt Service Fund created by Section 3. The sum of $ representing capitalized interest shall be credited to the Debt Service Fund. 1.02. The City shall forthwith issue and sell the Bonds in the total principal amount of $4,725,000, originally dated as of June 1, 1986, the Bonds being in fully registered form and issued in the denomination of $5,000 or any integral multiple thereof, numbered no. R1 upward, bearing interest as above set forth, and which Bonds mature serially on larch 1 in the years and amounts as fellows: YEAR AMOUNT YEAR AMOUNT 1988 $250,000 1993 $800,000 1989 400,000 1994 700,000 1990 500,000 1995 300,000 1991 600,000 1996 375,000 1992 800,000 Bonds of this issue maturing in the years 1995 and 1996 are subject to redemption in whole or in part in inverse order of maturity at the option of the city on March 1, 1994 at par plus accrued interest. If less than all the bonds of a maturity are called for redemption the specific bonds to be prepaid will be chosen by lot by the Registrar. Section 2. Form: Registration. 2.01. Registered Form. The Bonds shall be issuable only in fully registered form. The interest thereon and, upon surrender of each Bond, the principal amount thereof shall be payable by check or draft issued by the Registrar described herein. 2.02. Dates; Interest payment Dates. Each Bond shall be dated as of the last interest payment date preceding the date of authentication to which interest on the Bond has been paid or made available for payment, unless (i) the date of authentication is an interest payment date to which interest has been paid or made available for payment, in which case such Bond shall be dated as of the date of authentication, or (ii) the date of authentication is prior to March 1, 1987, in which case such Bond shall be dated as of June 1, 1986. The interest on the Bonds shall be payable on March 1 and September 1 in each year, commencing !larch 1, 1987, to the owner of record thereof as of the close of business on the fifteenth day of the immediately preceding month, whether or not such day is a business day. 2.03. Registration. The City shall appoint, and shall maintain, a bond registrar, transfer agent, authenticating agent and paying agent (Registrar). The effect of registration and the rights and duties of the City and the Registrar with respect thereto shall be as follows: (a) Register. The Registrar shall keep at its principal corpo- rate trust office a bond register in which the Registrar shall provide for the registration of ownership of Bonds and the registration of transfers and exchanges of Bonds entitled to be registered, trans- ferred or exchanged. (b) Transfer of Bonds. Upon surrender for transfer of any Bond duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Bonds of a like aggregate principal amount and maturity, as requested by the transferor. The "Registrar may, however, close the books for registration of any transfer after the fifteenth day of the month preceding each interest payment date and until such interest payment date. (c) Exchange of Bonds. Whenever any Bonds are surrendered by the registered owner for exchange the Registrar shall authenticate and deliver one or more new Bonds of a like aggregate principal amount and maturity, as requested by the registered owner or the owner's attorney in writing. (d) Cancellation. All Bonds surrendered upon any transfer or exchange shall be promptly cancelled by the Registrar and thereafter disposed of as directed by the City. (e) Improper or Unauthorized Transfer. When any Bond is pre- sented to the Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that the endorsement on such Bond or separate instrument of transfer is valid and genuine and that the requested transfer is legally authorized. The Registrar shall incur no liability for the refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. (f) Persons Deemed Owners. The City and the Registrar may treat the person in whose name any Bond is at any time registered in the bond register as the absolute owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on such Bond and for all other purposes, and all such payments so made to any such registered owner or upon the owner's order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. (g) Taxes, Fees and Charges. For every transfer or exchange of Bonds, the Registrar may impose a charge upon the owner thereof suffi- cient to reimburae the Registrar for any tax, fee or other govern- mental charge required to be paid with respect to such transfer or exchange. (h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall become mutilated or be destroyed, stolen or lost, the Registrar shall deliver a new Bond of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of any such mutilated Bond or in lieu of and in substitution for any such Bond destroyed, stolen or lost, upon the payment of the reason- able expenses and charges of the Registrar in connection therewith; and, in the case of a Bond destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory to it that such Bond was destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the Registrar of an appropriate bond or indemnity in form, substance and amount satisfactory to it, in which both the City and the Registrar shall be named as obligees. All Bonds so sur- rendered to the Registrar shall be cancelled by it and evidence of such cancellation shall destroyed, stolen or lost redemption in accordance issue a new Bond prior to be given to the City. Bond has already matured with its terms it shall payment. If the mutilated, or been called for not be necessary to (i) Redemption. In the event any of the Bonds are called for redemption, notice thereof identifying the Bonds to be redeemed will be given by the Registrar by mailing a copy of the redemption notice by first class mail (postage prepaid) not more than 60 and not less than 30 days prior to the date fixed for redemption to the registered owner of each Bond to be redeemed at the address shorn on the regis- tration books kept by the Registrar and by publishing said notice in the manner required by law. Failure to give such notice by publica- tion or by mail to any registered owner, or any defect therein will not affect the validity of any proceeding for the redemption of Bonds. All Bonds so called for redemption will cease to bear interest after the specified redemption date, provided that the funds for the redemp- tion are on deposit with the place of payment at that time. 2.04. Appointment of Initial Registrar. The City hereby appoints , Minnesota, as the initial Registrar. The Mayor and the Manager are authorized to execute and 4e11ver, on behalf of the City, a contract with the Registrar. Upon merger or consolidation of the Registrar with another corporation, if the resulting corporation is a bank or trust company authorized by law to conduct such business, such corporation shall be authorized to act as successor Registrar. The City agrees to pay the reasonable and customary charges of the Registrar for the services performed. The City reserves the right to remove the Registrar upon 30 days' notice and upon the appointment of a successor Registrar, in which event the predecessor Registrar shall deliver all cash and Bonds in Its possession to the successor Registrar and shall deliver the bond register to the successor Registrar. On or before each principal or interest due date, without further order of this Council, the Finance Director shall transmit to the Registrar moneys sufficient for the payment of all principal and interest then due. 2.05. Execution, Authentication and Delivery. The Bonds shall be prepared under the direction of the Clerk and shall be executed on behalf of the City by the signatures of the Mayor and the Manager, provided that all signatures may be printed, engraved or lithographed facsimiles of the originals. In case any officer whose signature or a facsimile of whose signature shall appear on the Bonds shall cease to be such officer before the delivery of any Bond, such signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if the officer had remained in office until delivery. Notwithstanding such execution, no Bond shall be valid or obligatory for any purpose or entitled to any security or benefit under this Resolution unless and until a certificate of authentica- tion on such Bond has been duly executed by the manual signature of an authorized representative of the Registrar. Certificates of authentication on different Bonds need not be signed by the same representative. The exe- cuted certificate of authentication on each Bond shall be conclusive evidence that it has been authenticated and delivered under this Resolu- tion. When the Bonds have been so prepared, executed and authenticated, the Finance Director shall deliver the same to the Purchaser thereof upon payment of the purchase price in accordance with the contract of sale heretofore made and executed, and the Purchaser shall not be obligated to see to the application of the purchase price. 2.06. Form of Bonds. The Bonds shall be printed in substantially the following form: [Face of the Bond) UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF PLYMOUTH GENERAL OBLIGATION IMPROVEMENT BOND, SERIES 1986A Date of Rate Maturity Original Issue CUSIP June 1, 1986 No. R - The City of Plymouth, a duly organised and existing municipal corporation in Hennepin County, Minnesota (City), acknowledges itself to be Indebted and for value received hereby promises to pay to or registered assigns the principal sum of $ on the maturity date specified above, with interest thereon from the data hereof at the annual rate specified above, payable March 1 and September 1 in each year, com- mancing March 1, 1987, to the person in whose name this Bond is registered at the close of business on the 15th day (whether or not a business day) of the immediately preceding month. The interest hereon and, upon presentation and surrender hereof, the principal hereof are payable in lawful money of the United States of America by check or draft by as Bond Registrar, Transfer Agent, Authenticating Agent and Paying Agent, or its designated successor under the Resolution described herein. For the prompt and full payment of such principal and interest as the same respectively become due, the full faith and credit and taxing powers of the City have been and are hereby Irrevocably pledged. Bonds of this issue maturing in the years 1995 and 1996 are subject to redemption in whole or in part in inverse order of maturity at the option of the city on March 1, 1994 at par plus accrued interest. If less than all the bonds of a maturity are called for redemption the specific bonds to be prepaid will be chosen by lot by the Registrar. Additional provisions of this Bond are contained on the reverse hereof and such provisions shall for all purposes have the same effect as though fully set forth in this place. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until the Certificate of Authentication hereon shall have been executed by the Bond Registrar by manual signature of one of its authorized representatives. IN WITNESS WHEREOF, the City of Plymouth, Hennepin County, Minnesota, by its City Cour.,-il, has caused this Bond to be executed on its behalf by the facsimile signatures of the Mayor and City Manager and has caused this Bond to be dated as of the date set forth below. Dated: CITY OF PLYMOUTH, MINNESOTA (facsimile) (facsimile) City Manager Mayor CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned within. By Authorized Representative [Reverse of the Bond] This Bond is one of an issue in the aggregate principal amount of $4,725,000, all of like original date and tenor, except as to number, maturity date, interest rate, and provision for redemption issued pursuant to a resolution adopted by the City Council on May 20, 1986 (the Resolu- tion), for the purpose of providing money to defray the expenses incurred and to be incurred in making local improvements, pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Chapter 429 and is payable primarily from special assessments against property specially benefited thereby, but constitutes a general obligation of the City and, to provide moneys for the prompt and full payment of said principal and interest as the same become due, the full faith and credit of the City is hereby irrevocably pledged, and the City Council will levy ad valorem taxes, if required for such purpose, which taxes say be levied on all of the taxable property in the City without limitation as to rate or amount. The bonds of this series are issued only as fully registered bonds in denominations of $5,000 or any integral multiple thereof of single maturities. As provided in the Resolution and subject to certain limitations set forth therein, this Bond In transferable upon the books of the City at the principal office of the Bond Registrar. by the registered owner hereof in person or by the owner's attorney duly authorized in writing upon surrender hereof together with a written: instrument of transfer satisfactory tr the Bond Registrar, duly executed by the registered owner or the owner's attorney; and may also be surrendered in exchange for Bonds of other authorized denominations. Upon such transfer or exchange the City will cause a new Bond or Bonds to be issued in the name of the transferee or registered owner, of the same aggregate principal amount, bearing interest at the same rate and maturing on the same date, subject to reimbursement for any tax, fee or governmental charge required to be paid with respect to such transfer or exchange. The City and the Bond Registrar may deem and treat the person in whose name this Bond is registered as the absolute owner hereof. whether this Bond is overdue or not, for the purpose of receiving payment and for all other purposes. and neither the City nor the Bond Registrar shall be affected by any notice to the contrary. IT IS HEREBY CERTIFIED. RECITED. COVENANTED AND AGREED that all acts, conditions and things required by the Constitution and laws of the State of Minnesota, to be done, to exist, to happen and to be performed preliminary to and in the issuance of this Bond in order to make it a valid and binding general obligation of the City in accordance with its terms, have been done, do exist, have happened and have been performed as so required, and that the issuance of this Bond does not cause the indebtedness of the City to exceed any constitutional or statutory limitation of indebtedness. (Form of certificate to be printed on the reverse side of each Bond, following a full copy of the legal opinion.) I certify that the above is a full, true and correct copy of the legal opinion rendered by bond counsel on the issue of Bonds of the City of Plymouth, Minnesota, which includes the within Bond, dated as of the date of delivery of and payment for the Bonds. (Facsimile Signature) City Clerk The following abbreviations, when used in the inscription of the face of this Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants UNIF GIFT MIN ACT Custodian in cm nn (Must (Minor TEN ENT -- as tenants by entireties under Uniform Gifts to Minors JT TEN -- as joint tenants with right of survivorship and Act . . . . . . . . . . . . . not as tenants in common (State) Additional abbreviations say also be used though not in the above list. ASSIGNMENT For value received. the undersigned hereby sells, assigns and transfers unto the within Bond and all rights thereunder, and does hereby irrevocably constitute and ap,,oint attorney to transfer the said Bond on the books kept for registration of the within Bond, with full power of substitution in the premises. Dated: Notice: The assignor's signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, with- out alteration or any change whatever. Signature Guaranteed: Signaturs(s) must be guaranteed by a national bank or trust company or by a brokerage firm having a membership in one of the major stock ezchanges. The Bond Registrar will not effect transfer of this Boud unless the information concerning the assignee requested below is provided. Name and Address: (Include information for all joint owners if this Bond is held by joint account) Please insert social security or other identifying number of assignee 2.07. The Clerk shall obtain a copy of the proposed approving legal opinion of LeFevere, Lefler, Kennedy. O'Brien b Drawz, a Professional Association, Minneapolis, Minnesota, which shall be complete except as to dating thereof and shall cause the opinion to be printed on each Bond, together with a certificate to be signed by the facsimile signature of the Clerk in substantially the form set forth in the form of Bond. The Clerk Is hereby authorized and directed to execute such certificate in the name of the City upon receipt of such opinion and to file the opinion in the City offices. Section 3. Security: Payment. 3.01. The Bonds shall be payable from the Improvement Bonds, Series 1986A Fund (Debt Service Fund) hereby created, and the proceeds of any general taxes hereinafter levied and special assessments (Assessments) to be levied for the improvements (Improvements) financed by the Bonds are hereby pledged to the Debt Service Fund. If any payment of principal or interest on the Bonds shall become due when there is not sufficient money In the Debt Service Fund to pay the same. the Finance Director shall pay such principal or interest from the general fund of the City and such fund may be reimbursed for such advances out of proceeds of Assessments for the Improvements when collected. 3.02. It is hereby determined that the City will levy Assessments for the Improvements in the principal amount of at least 202 of the cost of the Improvements. To pay the City's share of the cost of the improvements, there is hereby levied a direct annual irrepealable ad valorem tax levy (Taxes) against all taxable properties in the City, which tax levy shall be In the years and amounts as follows (year stated being year of levy for collection the following year): YEAR AMOUNT YEAR AMOUNT 1986 $ 1991 $ 1987 1992 1988 1993 1989 1994 1990 1995 3.03. It is hereby determined that the estimated collections of Assessments fot the payment of the Bonds and the foregoing Taxes will produce at least five percent in excess of the amount needed to meet, when due, the principal and interest payments on the Bonds. The City Clerk is directed to file a certified copy of this resolution with the Director of Property Taxation of Hennepin County, and obtain the certificate required by Minnesota Statutes, Section 475,63. 3.04. It is hereby determined that the Improvements to be financed by the Bonds will directly and indirectly benefit the abutting property, and the City hereby covenants with the holders from time to time of the Bonds as follows: (a) The City has caused or will cause the Assessments for the Improvements to be promptly levied so that the first installment will be collectible not later than 1987 and will take all steps necessary to assure prompt collection, and the levy of the Assessments is hereby authorised. The City Council shall cause all further actions and proceedings relative to the making and financing of the Improvements financed hereby to be taken with due diligence that are required for the construction of each Improvems nts financed wholly or partly from the proceeds of the Bonds, and for the final and valid levy of the Assessments and the appro- priation of any other funds needed to pay the Bonds and interest thereon when due. (b) In the event of any current or anticipated defi- ciency in the Assessments and Taxes, the City Council will levy ad valorem taxes in the amount of said current or anticipated deficiency. (c) The City will keep complete and accurate books and records showing all receipts and disbursements in connection with the Improvements, the Taxes and Assessments levied therefor and other funds appropriated for their payment, and all collections thereof and disbursements therefrom, moneys on hand and balance of unpaid Assessments. (d) The City will cause its books and records to be audited at least annually and will furnish copies of such audit reports to any interested person upon request. 3.05. Subject to the provisions of Section 4.03, the balance of the Net Proceeds (gross proceeds of $ less $ costs of Issuance, to -wit, $ ) of the Bonds after payments to the Debt Service Fund required by Section 1.01 and payment of costs of issuance of the Bonds shall be paid into a special 1986A Construction Account hereby created in the Construction Fund for the Improvements. Expenditures from the 1986A Construction Account shall be mods only for capital costs of the Improvements financed by the Bonds. Records of expenditures from the 1986 Construction Account shall be kept of such nature as are adequate to enable the Treasurer to determine the following: (a) the date on which 5x of the Net Proceeds of the Bonds will have been expended; (b) the date on which construction of the Improvements commenced; (c) the amount of Net Proceeds to be used for the acquisi- tion of tangible real and personal property in connection with the Improvements and date of expenditure therefor; (d) the date on which the constriction of the Improvements will be 90Z completed; and (e) the date on which an amount of money equal to the Net Proceeds of the Bonds, from whatever source derived, shall have been expended for the acquisition and construction of the Im- provements. • The Treasurer shall at the request of any Bondholder or of bond counsel approving the issuance of the Bonds, furnish certificates regarding the status of the monies in the 1986A Construction Account. Sums on the 1986A Construction Account may be invested as permitted by law and will be invested in accordance with and subject to the con- ditions expressed in Section 4.03. Section 4. Authentication of Transcript. 4.01. The officers of the City are hereby authorized and directed to prepare and furnish to the Purchaser and to the attorneys approving the Bonds, certified copies of proceedings and records of the City relating to the Bonds and to the financial condition and affairs of the City, and such other certificates, affidavits and transcripts as may be required to show the facts within their knowledge or as shown by the books and records in their custody and under their control, relating to the validity and market- ability of the Bonds and such instruments, including any heretofore fur- nished, shall be deemed representations of the City as to the facts stated therein. 4.02. The Mayor, Manager and Finance Director are hereby authorized and directed to certify that they have examined the Official Statement dated May 5, 1986, prepared and circulated in connection with the issuance and sale of the Bonds and that to the best of their knowledge and belief the Official Statement is, as of the date thereof, a complete and accurate representation of the facts and representations made therein as it relates to the City. 4.03. The City hereby estimates that at least Sx of the Net Proceeds of the Bonds will be expended for costs of the Improvements within 30 days after delivery of the Bonds. The City covenants and agrees with the holders from time to time of the Bonds that it will not take or permit to be taken by any of its officers, employees or agents any action which would cause the interest on the Bonds to become subject to taxation under the Internal Revenue Code of 1954, as amended (the Code), and the Treasury Regulations promulgated thereunder, and that it will comply with all provisions of H.R. 3838 in the form in which it was adopted by the United States House of Representatives on December 17, 1985, to maintain the tax-exempt status of interest on the Bonds. In the event E.R. 3838 is not finally adopted in the form referred to above, or in any form, or the effective date of provisions of H.R. 3838 affecting the Bonds are delayed beyond the date of delivery of the Bonds, the covenants in this Section 4.03 and in Section 3.05 will be of no further force or effect. The motion for the adoption of the foregoing resolution was duly seconded ry Councilmember _ Zitur and upon vote being taken thereon, the folloN.ing voted in favor thereof: Mayor Schneider, Councilmembers Crain, Sisk and Zitur and the following voted against: none whereupon said resolution was declared duly passed and uoopted. STATE OF MINNESOTA ) COUNTY OF HENNEPIN ) SS. CITY OF PLYMOUTH ) I. the undersigned, being the duly qualified and acting Clerk of the City of Plymouth, Minnesota, 3o hereby certify that I have carefully compared the attached and foregoing extract of minutes of a special meeting of the City Council held on Tuesday, May 20, 1986, with the original thereof on file in my office and I further certify that the same is a full, true and complete transcript therefrom insofar as the same relates to the issuance and sale of the City's $4.725,000 General Obligation Improvement Bonds. Series 1986A. WITNESS My hand as Clerk and the corporate seal of the City this day of (SEAL) . 1986. City Clerk City of Plymouth. Minnesota ' STATE OF MINNESOTA COUNTY OF HENNEPIN DIRECTOR OF PROPERTY TAXATION'S CERTIFICATE AS TO TAX LEVY AND REGISTRATION I, the undersigned Director of Property Taxation of Hennepin County, Minnesota, hereby certify that a certified copy of a resolution adopted by the governing body of the City of Plymouth, Minnesota, on May 20, 1986, levying taxes for the payment of $4,725,000 General Obligation Improvement Bonds, Series 1986A of said municipality dated June 1, 1986, has been filed in my office and said bonds have been entered on the register of obligations in my office and that such tax has been levied as required by law. WITNESS My hand and official seal this _ day of , 1986. Director of Property Taxation Hennepin County, Minnesota (SEAL) OC660586.RAW